Common use of No Proceeding or Litigation Clause in Contracts

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, is likely to render it impractical to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or which could have a Material Adverse Effect indirectly solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;encouraged any such Action.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable sole discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(d) shall not apply if the Purchaser has solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementencouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any Seller, the Seller Company, or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Buyer believes, in the sole and absolute discretion of the Purchaserits reasonable, good faith determination, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which that could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the PurchaserSeller (upon the advice of counsel), is likely expected to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementtransactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Company, CWD or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Buyer believes, in the sole and absolute discretion of the Purchaserits reasonable, good faith determination, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which that could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the PurchaserPurchaser (upon the advice of counsel), is likely expected to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementtransactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good-faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could would have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementindirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the PurchaserBuyer, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable sole discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the its sole and absolute discretion of the Purchaserdiscretion, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any of the Seller Seller, the Parent or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(c) shall not apply if the Purchaser has solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementencouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions transactions; provided, however, that the provisions of this Section 8.02(c) shall not apply if the Purchaser has directly or which could have a Material Adverse Effect indirectly solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementencouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers, the Company or the Purchaser, seeking Purchaser which seeks to restrain or materially and adversely alter the transactions contemplated hereby which the Purchaser believes, in its reasonable good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement whichor the Ancillary Agreements, in the sole and absolute discretion of the Purchaser, is likely to render it impractical to consummate such transactions or which could would reasonably be expected to have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, hereby which is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Agreement or which would have a Material Adverse Effect; provided, however, that the provisions of this

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserAcquisition Co., seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the sole and absolute discretion of the Purchaser, which is reasonably likely to restrain, prevent or render it impractical to consummate unlawful the consummation of such transactions or which could have to result in a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect; and (d)

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the sole and absolute discretion of the Purchaser, which is reasonably likely to restrain, prevent, or render it impractical to consummate unlawful the consummation of such transactions or which could have to result in a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect; and

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the sole and absolute discretion of the Purchaser, which is reasonably likely to render it impractical impossible or unlawful to consummate such transactions or which could is reasonably likely to have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action Proceeding shall have been commenced or threatened by or before any Governmental Authority against either the any of Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the PurchaserBuyer, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable sole discretion of the PurchaserBuyer, the consummation of the transactions contemplated by this Agreement;.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaserany party hereto, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the such Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable sole discretion of the such Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the its sole and absolute discretion of the Purchaserdiscretion, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which could have a Seller Material Adverse Effect Effect; PROVIDED, HOWEVER, that the provisions of this SECTION 7.02(b) shall not apply if the Purchaser has solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementencouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, which is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementindirectly solicited or encouraged each Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the PurchaserCompany, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichTransactions or that may have the effect of preventing, delaying, making illegal or interfering with the intended Transactions which in the sole and absolute discretion reasonable good faith determination of the Purchaser, Buyer is likely to render it impractical impossible or unlawful to consummate such transactions the Transactions or which could have a Material Adverse Effect on the Business or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementCompany;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions Transaction contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the PurchaserSeller, is likely to render it impractical impossible or unlawful to consummate such transactions Transaction or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement Transactions which, in the sole and absolute discretion reasonable good faith determination of the PurchaserSellers, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementTransactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in hereby which the sole and absolute discretion of the Purchaser, Purchaser reasonably believes is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement; provided, however, that the provisions of this Section 5.02(b) shall not apply if the Purchaser has solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, Buyer seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, hereby or which is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the its sole and absolute discretion of the Purchaserdiscretion, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 6.02(b) shall not apply if the Purchaser has solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementencouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any of the Seller Sellers, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated hereby or which is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, is likely to render it impractical to consummate such transactions or which could have a Material Adverse Effect Effect, provided, however, that the provisions of this Section 8.02(c) shall not apply if the Purchaser has directly or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementindirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the by or before any Governmental Authority against Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the PurchaserSeller, is likely to render it impractical difficult or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementtransactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the sole and absolute discretion reasonable, good faith determination of the Purchaser, Purchaser is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement; provided, however, that the provisions of this Section 7.02(b) shall not apply if Purchaser has solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions transactions; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or which could have a Material Adverse Effect indirectly solicited or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementencouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby, which in the sole and absolute discretion reasonable, good faith determination of the Purchaser, Purchaser is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;; provided, however, that the provisions of this Section 6.02(b) shall not apply if Purchaser has solicited or encouraged any such Action.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, Renown, USP or the Purchaser, seeking Purchaser which seeks to restrain or materially and adversely alter the transactions contemplated hereby which the Purchaser believes, in its reasonable good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement whichor the Ancillary Agreements, in the sole and absolute discretion of the Purchaser, is likely to render it impractical to consummate such transactions or which could would reasonably be expected to have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Purchaser or the PurchaserCompany, seeking to restrain or materially and adversely alter the transactions transaction contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, (i) is likely to render it impractical impossible or unlawful to consummate such transactions transaction, or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation (ii) is likely to cause any of the transactions contemplated by this Agreement;Agreement to be rescinded following Closing.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the sole and absolute discretion of the Purchaserits reasonable discretion, is likely to render it impractical impossible or unlawful to consummate such the transactions contemplated by this Agreement or which could have a Material Adverse Effect or otherwise render inadvisable, in the Purchaser's reasonable discretion of the Purchaserdiscretion, the consummation of the transactions contemplated by this Agreement;.

No Proceeding or Litigation. No Action action or proceeding shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser or any of their Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable good faith determination of the Purchaser, is likely to render it impractical commercially impracticable or unlawful to consummate such the transactions contemplated by this Agreement or which could reasonably be expected to have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the on Purchaser, the consummation of the transactions contemplated by this Agreement;.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, hereby or which is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable sole discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the sole and absolute discretion of the Purchaser, which is reasonably likely to render it impractical impossible or unlawful to consummate such transactions or which could is reasonably likely to have a Purchaser Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this AgreementEffect;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserSeller, seeking to restrain or materially and adversely alter the transactions Transaction contemplated by this Agreement which, in the sole and absolute discretion reasonable, good faith determination of the Purchaser, is likely to render it impractical impossible or unlawful to consummate such transactions Transaction or which could have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect.

No Proceeding or Litigation. No Action action or proceeding shall have been commenced or threatened by or before any Governmental Authority court or governmental authority against either the Seller or the Purchaser, Purchaser or any of their Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, which in the sole and absolute discretion reasonable good faith determination of the PurchaserSeller, is likely to render it impractical commercially impracticable or unlawful to consummate such the transactions contemplated by this Agreement or which could reasonably be expected to have a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;on Seller.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the sole and absolute discretion of the Purchaser, which is likely to render it impractical impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(c) shall not apply if the Purchaser has directly or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreementindirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserAcquisition Co., seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the sole and absolute discretion of the Purchaser, which is reasonably likely to restrain, prevent or render it impractical to consummate unlawful the consummation of such transactions or which could have to result in a Material Adverse Effect or otherwise render inadvisable, in the reasonable discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement;Effect; and